REPRESENTATIONS AND WARRANTIES OF THE INITIAL MEMBERS. In connection with the execution of this Agreement, the Members have caused to be delivered the Disclosure Schedule listing items of disclosure in connection with the representations, warranties, covenants and agreements herein. Neither the specification of any dollar amount in the representations and warranties contained in the Agreement nor the inclusion of any specific item in the Disclosure Schedule shall be considered an admission by the Initial Members that such amounts, higher or lower amounts, the items so included or any undisclosed item or information of comparable or greater significance are or are not material. Headings and subheadings in the Disclosure Schedule have been inserted therein for convenience of reference only and shall to no extent have the effect of amending or changing the express description hereof as set forth in the Agreement. Disclosure in any Section of the Disclosure Schedule shall apply to the indicated Section(s) of the Agreement and to any other Section(s) of the Agreement to the extent that it is specifically cross referenced to such Section. This information in the Disclosure Schedules is subject to the confidentiality provisions of this Agreement and the Confidentiality Agreement. The Initial Members hereby jointly and severally represent and warrant to Purchaser as of the date of this Agreement and, if Closing occurs, on the Closing Date, subject to the disclosures set forth in the Disclosure Schedule to the extent as described above, as follows:
REPRESENTATIONS AND WARRANTIES OF THE INITIAL MEMBERS. Each of the Initial Members hereby severally and not jointly represents and warrants to the Company and to each of the other Initial Members, as of the date hereof that: If such Initial Member is a corporation or limited liability company, it is duly incorporated or otherwise duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, and if its is a partnership, it is validly constituted and not dissolved, and, in each case, has the power and lawful authority to own its assets and properties and to carry on its business as now conducted. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action on the part of each of such Initial Member, and this Agreement has been duly executed and delivered by a duly authorized officer of such Initial Member and constitutes the valid, legal and binding obligation of such Initial Member and is enforceable against such Initial Member in accordance with its terms, except as (i) such enforceability may be limited by bankruptcy, reorganization or moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. The execution, delivery and performance of this Agreement by such Initial Members will not result in (i) any conflict with the certificate of incorporation or certificate of formation of such Initial Member, (ii) any material breach or violation of or default under any statute, law, rule, regulation, judgment, decree, order or any material mortgage, deed of trust, indenture, agreement or any other instrument to which such Initial Member or any Subsidiary is a party or by which any of their respective material properties or assets is bound, or (iii) the creation or imposition of any lien, charge, pledge or encumbrance thereon, except for such breaches, violations or defaults and such liens, charges, pledges or encumbrances except, in each case, for such breaches violations or defaults that would not, individually or in the aggregate, materially impair the ability of such Initial Member to perform its obligations hereunder. No approval or consent of any governmental authority or of any other Person is required in connection with the execution and delivery by such Initial Member of this Agreement and the consummation and performance by ...
